The Legal Side of Partnerships Most Entrepreneurs Ignore

Great partnerships are built on trust, but they also need clear expectations and legal protection behind the scenes. 

In this episode of Partnerships on Purpose, Marie and Anne-Marie sit down with business attorney Valerie Del Grosso to unpack the legal realities of collaborations, joint ventures, and online partnerships.

Valerie shares why many entrepreneurs overcomplicate partnerships too early, when simpler and more flexible agreements are often the smarter approach. The conversation explores common mistakes business owners make when collaborating, including unclear expectations, money handling, ownership of content, shared responsibilities, and what happens when a partnership no longer works.

They also dive into practical ways to protect your business without creating unnecessary complexity. From lightweight agreements to honest upfront conversations, Valerie explains how thoughtful legal foundations can actually strengthen relationships instead of making them feel restrictive. 

This episode is a valuable listen for coaches, consultants, and online business owners who want to build partnerships that are both strategic and sustainable.

Transcript

SPEAKER_01 0:00

Okay, everybody, we are back with partnerships on purpose. And today we have a really amazing guest, uh, Valerie Del Grosso. Valerie and I have known each other, I think longer than Anne-Marie and I have known each other. Um, it's probably been what, 2018, 2019, doing partnerships, doing just collaborative things in the online world for so, so long. Um, so Val, it's so good to have you with us. So thank you for being here. Do you want to give everybody just a quick hello and then kind of give um a once-over about you?

SPEAKER_00 0:33

Yes, hello. Thank you for having me. And it has been a long time. I think there was an event in Sacramento, maybe 2017 time frame, uh, where we got met in person. But hi everybody, I'm Valerie Del Grosso. I've been the lawyer friend to coaches since 2015 and just a business owner also since then. And over the years, I have been really lucky to make incredible connections online and off that have really propelled my business forward. So I have some ideas about that from a legal standpoint, and I think we're gonna touch on that today too.

SPEAKER_01 1:05

Yeah, absolutely. Um, so this is the thing that I know I don't do super well, right? I love talking to people. We are relationship-based marketers. We want to get on a call, we want to create an amazing conversation, um, but we don't always tap into the legal side of things. So, first, I just want to hear from you, Valerie, if you can tell everybody. Most of our people are coaches, consultants, experts, right? They're people who are working online. Um, and I don't want them to get into any kind of issues because they're like, yeah, let's promote each other. So anything that we need to think about, maybe first off, setting up either on our website. I know this is like a big question, but I'm just like, what is the one thing that we need to make sure we're doing when we're starting some kind of conversation, a collaborative conversation with somebody else?

SPEAKER_00 1:52

Yes, it's a great question. And kind of my philosophy about these things, especially where there are no necessarily black and white rules, we there are a couple black and white rules we're gonna come back to, but in terms of like creating the relationship and deciding to do something together, we are in more generalized legal land. And so from my perspective, I really like to think about what is likely to go wrong here on the path to getting the thing that we're trying to get together. And maybe that's a little fatalistic, but you'll see in a second why it makes sense to think about what we're trying to accomplish and what the hurdles are going to be. So most people who come to me to talk about doing some sort of collaboration or partnership are usually trying to have a much bigger relationship than is actually necessary to accomplish the thing. So this will commonly look like setting up an LLC together or you know getting some sort of partnership with a capital P like dentists use and bank accounts and things like that, when really at the end of the day, they are just looking for shared visibility, maybe sometimes some shared effort to put on an event. So I like to think about it more in how can we do this in the most lightweight way possible and address the issues that are likely to arise. So the issues that are likely to arise could be things like the doing of effort and the partnership not really coming to fruition, like the outcome is not what we hoped, and we have to decide, are we done here? And if we are, who gets what? Or we could have issues about the money handling and the expenses. We could have issues about who's putting in more effort or who didn't, you know, participate in the group project. So with those things in mind, I like to have good conversations about what the expectations are. That is probably obvious, but a lot of times it doesn't happen. Uh so the expectations about what success or failure is, who's going to get any content that we create, who's gonna pay expenses and handle the money. Okay, the black and white rules, um, there really are two. So I'll just get those out of the way and then we can have a little more nuanced discussion about this. One is that if you are promoting someone else's stuff using a tracking link that will get you paid. So that's a common way to uh collaborate is I'm gonna put your stuff in front of my audience, and if they buy, you're gonna pay me. That does need to be disclosed, not on some random page on your website or in the footer, but actually in the same scroll as the link. And can I say this back to you?

SPEAKER_01 4:40

Yeah. Okay, I hear what you're saying. Okay, so if I'm gonna promote Valerie to our email list and she's gonna hand me a link, and it's gonna be my tracking link. I'm gonna stick it in my email. In that same email, I need to say, hey, this is a tracking link, and I'm gonna get some kind of commission for it. It has to be in that same email.

SPEAKER_00 5:00

That's right. It's got to be in the same place where the link is clicked because essentially what we're doing is sending a marketing message, and we have truth and marketing rules, and we need the people who are clicking to be able to make an informed click or purchase or engagement decision. And the great thing about this in the US, the FTC itself, that's the Federal Trade Commission, says no legal language required. So you may have seen these kind of links in the past where people will say, I only promote things that I believe in or that I've used. This is not gonna add any cost to you. So if you do stand to gain a financial benefit from a link like that, an affiliate link, then you do need to disclose that. Um, that's a little bit by contrast. Like if I'm just promoting you and we're doing an exchange of promotions and there's not gonna be an affiliate link, then you don't have to make that disclosure. If it's a partnership for something we've co-created, you don't have to put that link, even though you do stand to get paid. This is really about promoting other people's stuff for payment that you need that link. So that's the first black and white rule. The second black and white rule is that if you co-create an event and you are bringing on email subscribers, and then at the end of the event you go your separate ways, you cannot each be using that email list unless you let people know up front that they were not only going to be on the joint email list, but they were also going to be on the separate email list. So those are kind of two black and white rules you could just keep in the back of your mind.

SPEAKER_02 6:37

Okay. Oh my God, I love this. I love this topic.

SPEAKER_01 6:39

So Valerie questions for I'm sorry, I didn't feel like I'm asking Valerie questions for our business and then we're recording it.

SPEAKER_02 6:47

Like, wait. Well, it's it's funny because I remember when I started working with Marie and we were sending out emails. I'm like, do we not have to do this? So um, Valerie, I don't know if you remember, but I'm based in Canada. Very different laws, very different rules, right? Um, I think a little stricter than um the US. And then we have c we have clients um in Europe. So does the same apply? For example, obviously we're um we're online businesses, so we have people all over the world. So, what happens in a case where, you know, we have we're emailing people in Canada, we're emailing people in Europe. Does the same, I'm gonna say, does it apply like how do you address that? And how do you make sure that you're abiding by those rules and laws in the different countries?

SPEAKER_00 7:31

Yes, excellent question. So there are three things to do if you're mailing around the world. Um, the first thing is really a best business practice, which is that we want to use email to nurture and not to spam. And so just having that viewpoint when you're sending emails is going to keep you in the spirit of the laws of most countries that have strict privacy. So just little practical business tip there that has helped you make a risk assessment because it's true, the laws are different everywhere, and it's it kind of cuts both ways because, on one hand, everyone is seemingly getting more strict about privacy, but then at the same time, uh, there's all sorts of new technologies that just blast right through that. So, but speaking very specifically about email, there is a misconception that, especially in the US, um, that you must have like a double opt-in. In the US, you don't need that. In the US, you do not have to have explicit permission up front for the first email. Um, there are some states where you do, but they have carve outs. Unless you have like 50,000 email subscribers just in California, you're not gonna be required to abide by that rule. And can we go back to double opt-in?

SPEAKER_01 8:50

Yes, yeah. Okay, so just let's explain what double opt-in is. More, more just to be sure, like everybody's using some kind of CRM. We we I think we know that, right? The people who are in our audience understand you can't just email people, blast them through a Gmail, and it be okay. Like that's not okay. Put them in some kind of CRM. The double opt-in part is I put a form on my on my website and you sign in, and then you say, Yes, I want to be on this email list. Then you get an email from that, say GHL or kit or something, and it says, Are you sure you would like to be in this? And you have to press that email again to say, Yes, I would like to be in that. So that's the double opt-in we're talking about, right? Yes, that's correct. Sorry. Just making sure everybody's clear, like, what does this look like? And you can turn that on and off inside of your email, some kind of email option in there, depending on what server you're using. Um, just definitions so people have it on.

SPEAKER_00 9:47

Yes, good point. So that is something that is optional. Um, and then the third component of this, um, so we so we want to use like a light touch with our email to serve the purpose that we're actually trying to accomplish, which is to engage and nurture people who want to be there. And then the second thing is that you do not necessarily need to have double opt-in. So that's like a bit of a misconception. And the third thing is because we're making a risk assessment, you know, we don't have a way yet, except for blocking people in countries that have more stringent privacy requirements, to vet each address that comes in and say, you're gonna have this rule apply and you're gonna have that rule apply. So we're making a risk assessment, and the biggest two things that we accomplish that with are one click unsubscribe, and we need to have a way for people to understand how their data is being used with the privacy policy, and to be completely forgotten. That is different than unsubscribing. So being able to be forgotten is like for people who are using more advanced marketing, you know, we upload a client list to Meta, and Meta will, you know, create custom audiences or look-alike audiences based on people who've already subscribed. They get to be deleted from that if they ask. Um, so a privacy policy really just lets people know what services you're using to collect their data, how you're using it, and how to be forgotten. In other words, who to contact. And by doing those three things along with judicious use of email, you're pretty much covered in almost any region of the world as far as your email obligations. So hopefully it helps.

SPEAKER_01 11:37

Yeah, it does, absolutely. Okay, okay. So I have a question about some of this up all the time. Yeah, I always have questions. So we're talking about email and general good practices. This is the same if you're doing it inside of a partnership, right? Like if we are gonna email about somebody or we're going to promote someone, um, obviously we are all about increasing visibility through shared audiences, like you said. Like that's our main reason. So the rules that apply for your business of like doing the right thing, not being an ass when you're emailing people, they apply when you're promoting a partner as well. And so just want to like make that statement that everything is pretty much the same across, no matter if you're promoting yourself or promoting a partner. Does that sound right?

SPEAKER_00 12:25

Yeah, absolutely. And that kind of brings me to kind of the original point of like, we want to keep our partnerships as lightweight as possible. And a different way to say that is we want to be as little entangled with the other person as possible. So we want it to be for a limited event or project. We want it to be, you know, ideally at the easiest, it's just an exchange of visibility. I'm gonna put you in front of my audience and you're gonna put me in front of your audience, and there's not gonna be money, there's not gonna be a joint list. It's just going to be like a warm handoff, and whoever decides to join you will follow through in your process, you know, and and vice versa. But I recognize that sometimes we come together because the idea of a partnership is that we're greater than the sum of the parts. And so we do end up creating things together, creating a joint list. My recommendation, my rule of thumb after 18 years of practicing law and seeing all the ways that humans get together and cause each other problems, especially in a business setting where there's money and like potential, is that vetting business partnerships as making sure that you each bring something to the table that you couldn't otherwise just hire out. So, for example, um when dentists or lawyers create a partnership, they're each bringing the same skill set. They're bringing a professional license, they're bringing a skill set. And so all these weird things happen in that environment, which means we have to have all kinds of paperwork and a business entity and all of these things to like govern what we're doing. We don't want to bring that level of administration to other partnerships. So, for example, if one of you has really great material and the other one has a big audience, that's like a match made in heaven and we can do that in a really lightweight way. Or if one of you is all about visibility and the other one is really good at the tech setup, that is a great way to partner to create something. So, really looking at the question of like, do we need to collaborate in the first place? And if we do, what do we stand to gain really dictates then what legal steps you would take to protect yourselves.

SPEAKER_02 14:43

Yeah. So let's so let's say I'm I'm loving this because these are all things that are happening in our world right now. So let's say we were to collaborate with somebody, right? Where because we have conversations with people every day and we're like, okay, this is good. We want to move forward, right? So let's say, for example, somebody has a list, we have the services. What are the legal steps that we should take? Like, is it a verbal agreement? Is it an NDA? Is it a formal document? Like, what do we have to have in place to protect ourselves and to ensure that both sides are delivering on what they discussed?

SPEAKER_00 15:17

Yeah, this is a great question. So we've been using the word partnerships, like our common usage, like we're partnering together, that sort of thing. When I think about these things, I think about them either as affiliate relationships or joint ventures. So affiliates were clear. We talked about sharing a tracking link, splitting money. That's just like a visibility play. But more for what you're talking about collaborations, joint ventures, I do like to see something in writing. Now, I really I try to stay away from legal technical, but there's one little thing to know, which is that to have a valid agreement, meaning we have to abide by it, and if we don't, there are consequences. We need one important thing, and that is an exchange of promises. I'm gonna do this in exchange for you doing that. If you don't do that, I'm not gonna do this. So it has to be something we wouldn't otherwise be doing in exchange for what the other person would not otherwise be doing. Once you have the promise for a promise, everything else in your agreement is also enforceable. This is where the finer points come in. We're going to have a one-year term to try out building a, you know, uh some sort of virtual event together. We're going to have monthly meetings. Our goal is to create X number of registrants and attendees and to sell Y number of packages, you know, having like a framework and some context because digging through emails and conversations across platforms and all of that becomes really difficult to do later. So having one document where all of those decisions are kind of finalized, with the understanding that a partnership could develop and things could change a little bit. Um, but addressing who is going to own the name, if there is a name for what you're doing, who's going to own the content if we, you know, if it's going to be jointly, but what happens if we separate later? Who's going to own the email list? Who's going to handle the money? What is the split going to be? And is anyone expected to put in money as we're going along? And if you're hearing these questions, you can kind of see that it's fairly like, I'll say common sense in a way. You're not hearing anything like in, you know, United States versus whatever case, like, no, this is really thinking about what happens when people get together and somebody's not pulling their weight or they misunderstand the expectation or unexpected causes, uh, costs arise. That's all we're trying to do is to have that joint venture, those high points documented in one place so that we can go back and look at it, especially if things start to go differently than expected.

SPEAKER_02 18:08

Amazing, Valerie. I have a follow-up question. So for people who are listening today, um, what advice would you give them? Like, do they have to hire a lawyer? Can they do it themselves? As long as it's a document that includes all of this information, is it sufficient? I'll give you an example. I when I started in the online business world, I came from corporate and I was like, I have to have all the legal documents. I'm like, I have, and I worked with a lawyer who wasn't in the online business, and she came back to me with a 17-page legal document. And I showed it to somebody and they're like, and for me, it was normal. I was like, oh my God, I'm so protected. Everything is here. Um, obviously that's not necessary, but is it possible for somebody to do this on their own? Should they consult with a lawyer? Um, you know, if they do it on their own, is it like sufficient?

SPEAKER_00 18:55

Yeah, great question. So um I call those mega contracts, what you're talking about that the lawyer drafted from you. And you have to understand, you know, when you go to the doctor, they have to do everything unless you tell them not to. It's exactly the same with lawyers. I cannot leave gaping holes in an agreement that you asked me to draft for you. Um the thing about it though, I I say to people, like, I lawyers have a reputation for killing deals with stuff like that. So I take the approach of I'm an experienced practitioner, I understand what's likely to go wrong and what kind of budget you're likely to have to fix it. And so the 13 pages of stuff that like only, you know, ATT or Apple could afford to enforce, like I'm gonna leave that out. And I'm gonna take the risk that, you know, someone looks later and says, she really missed this uh, you know, whatever provision that no one's ever gonna use. Like, I'm comfortable with that as an experienced practitioner. So unfortunately, lawyers, many are not business owners. They, so I try not to kill your deal unless you ask me to kill your deal, and then we do it like real surgically and like nicely. But um, when it comes to this, yes, it is something that you could potentially do on your own. But the biggest tip I have for you is you're not gonna be using a legal Zoom document and you're not gonna be using what's called an operating agreement or a partnership agreement. Those are terms of art that are for different types of relationships than what we're talking about and what most people who are listening to this are gonna be doing. You're gonna wanna go through that list of questions that I just asked because I can guarantee you right now, you're not gonna find a document on the internet that you can just adjust that asks that answers those questions, who gets the list, who does what on a daily basis, etc. So it is feasible. Um, if you are to consult with a lawyer, I would not go to like your local business lawyer down the street. I would go to somebody who understands marketing and the online world because the thing about agreements, and this is where people go wrong when they do try to do it themselves, it's what's missing that is the problem. And as a person who is A, not a lawyer and B not in this space, the things that go wrong are what are going to be missing, and your agreement is gonna be like as worthless as the paper it's written on. So um only do it yourself if you're very confident that you can think through what happens when things goes, things go right and what happens when things go wrong.

SPEAKER_01 21:28

So sorry, Marie, I'm just like you're you're on it. I have I just I happen to know that Valerie has some of these things in her space. So I just we're we're like opening up sort of a wormhole of like, hey, don't mess up and don't make it too complicated. So there's something where like Valerie, can you just give us like a once over of what you do for people who are online and let's make sure that we can add that resource to our show notes because I don't want to leave anybody gaping. Yeah, yeah. Okay. Okay, where do we do?

SPEAKER_00 22:03

There, I thank you for that. There are two ways. One is a free thing called legal in a weekend, and in there you'll find a privacy policy. So that's just a good start. That is my gift. Um, but the other thing is I do have what's called the list building legal kit, and it is directed at people who are doing things like summits, giveaways, speaking gigs, being guest experts in people's, you know, programs. We get more into what is a partnership with the capital P and what is just like a normal partnership we do online. Affiliate relationships are covered in there, and then I have a checklist of things for people who are wanting to document the expectations for something that's a little more than uh than an affiliate relationship. So I do have that available um for people who you know are looking at that.

SPEAKER_01 22:48

Well, I'm thankful and I'm also thankful to be like, I'm somebody who has used these a lot. Like I'll randomly text Valerie and be like, I think I screwed up. Please help me. Um and she like sends over beautiful work and it's very, very uh within budget for people who are solopreneurs, people who are running online businesses and really trying to make sure they set up um their space. All of my contracts are something that I got from Valerie because I, yeah, that's just not something I have time to worry about, right? Like, let's check the block in the beginning, make sure everything's really peaceful, well, and good. So thank you for just reminding us that you do have assets and you have resources, and we'll put them in the show notes as well. Um, so we are, you know, obviously there's so much more we could talk about. Like we could do this for hours and hours and hours. Um, but I know that you have a lot of experience in partnerships. Um, you have business partners, you've done partnerships forever. You know, what does uh we've talked a little bit about what partnerships mean, but you know, what what is your ideal partnership like in your world for your business?

SPEAKER_00 23:56

This is a really great question, Marie, because I have had multiple partnerships and I have had painful partnerships. I've had a painful partnership exit. So I feel really deeply about uh not only what I'm telling you from a legal standpoint, but also from a personal standpoint, because I have seen how it has gone wrong. Um I think for me at this point in time, the perfect partnership um really mirrors what I think is in the perfect business. And so the perfect business to me is a really solid traffic source where the right people in sufficient numbers are seeing you on a regular basis and you have some control around that to an offer that is um exactly what they need to get the promised results that is delivered in a way that doesn't suck out my life force. So traffic to offers is the perfect business. And when I think about, you know, all of the things that it takes to get a business off the ground, when I think about getting help in a perfect partnership, it's who's going to help me with the traffic and/or who's going to help me with the offer. And that is a super organizing principle to determine what you're doing and who you should be doing it with. So that's like my thinking around that. Um the other piece of this though is that most of us have a pretty steep personal development journey to go on when we get into business. And it amplifies the things that we need to work on. And so you take that, you know, whatever my particular flavor of like edge that I need to be working on, and you combine that with another human being in a partnership that has a shared goal, things can get really very squirrely. Uh, and so my recommendation on that, which is easier said than done, is um speak up early and often about things that seem weird because um I had a business partnership in my very traditional law firm for nine years. And although my colleague was an excellent lawyer, excellent lawyer, I never had to be concerned about that. We were essentially living on completely different planets otherwise. And it's very um it's exhausting to be in the wrong partnership. And the the upside is despite the dysfunction, we were incredibly successful. But sometimes I look at those results and I think, what if we had been on the same page and like rowing in the same direction this whole time? What might we have created? You know, what opportunity was lost because of all the things? And so getting out of that partnership, um believe it or not, I was actually reading this like manosphere red pill, like wacky ass book about relationships. And the guy said something about it, and I was like, oh, I need to break off with my business partner like now. And I for years had agonized over how I was gonna do this. So I read that on a Thursday and on Monday I gave my resignation and I almost had a heart attack doing it. But there was a lot of stuff from my personal life that I was bringing into this about worthiness and not asking for what I need and not taking a stand and whatever that I thought was just, oh, let this play out. But you know, here eight years went by. So um that's a little bit on the extreme end because that was a partnership with the capital P. But when I went into it, there were so many flags to tell me that this probably is gonna be painful if it goes on long and I didn't speak up.

SPEAKER_01 27:59

Well, and we talk about this all the time. Um, in in our training, in our membership, with our people, like this is intuition backed by data, right? Like that's the biggest thing. And if you can't, we talk, we train about listening to your gut. If you're on the call with somebody and it's a connection call, it's the first time maybe you're really talking with somebody and you're like, I get a weird something. Um just step back and like look at it. Is it your own? Yeah, is it you? Is it the day? Is it the time of the month? Is it the whatever? Like, is it the moon? We don't know. But if you give it a minute and then you look at it, you're like, no, it still feels off. And Anne Marie knows me enough that we'll be on a call and we'll get off the call. She's like, You're not feeling it. And I'm like, mm-mm. Like I can put on a happy face, but I'm like, something's not right. I can't put my finger on it. I don't quite know. But unless I feel like really solid about, and this is eat like not capital P partnerships, we're just talking, okay, let's do list exchange. But if I'm not feeling it, like the energy for me, the energy from you, it's always gonna feel off because of that. So I love that you brought that up. And it happens in anything. Anytime you're putting together two people, um, you know, relationships in general, but in this world where we're using other people's audiences, like we have to be a hundred percent behind that because that's our name behind it, too. Like, this is everything in our visibility.

SPEAKER_00 29:25

So you have to happen in partnerships.

SPEAKER_01 29:29

Totally.

SPEAKER_02 29:30

Um, Amory, do you have questions? And then I have one, I have one final question for you, Valerie. So um, can you share a partnership that truly worked and why it was successful?

SPEAKER_00 29:42

Yes, okay. Um I'm gonna give you I'm gonna give you I have two, but I'm gonna give you the one that inspired me the most in the longest term, even though the partnership was short. Uh so back in 2015, thank God for a Facebook ad, I met my longtime collaborator, Amanda Goldman Petrie, who was hosting a telesummit to build a list into a launch that she was having. And I did end up joining the program. But I listened to those interviews, and my takeaway was like all of the experts she was interviewing for this event, it was called the Marketing and Technology Telesummit. They were definitely experts. But Amanda, being the interviewer, really she was shining. And it was like, oh, she consistently is like the star in these interviews. Not like she's hogging the spotlight, but like she just you could just tell. So I ended up working with her, and in her program was where my legal work for coaches originated. And I built this beautiful program called Little Black Legal Book, and I spent all the time on the sales page, and I launched it, and I made zero dollars. Now, I have gone on to make, I think just from Little Black Legal Book, about $850,000 worth of sales on this same program that got zero sales up front. So Amanda looked at this, she saw the need for it, she like loved the vibe. We just got along and she said, Why don't we promote Little Black Legal Book to my list? So it was like my first partnership. And, you know, her list doesn't know her for legal, they know her for marketing. And so maybe 15,000 people got these emails and we sold 10 of them at $1,000. Now, in terms of conversions, that's not great. But of course, they don't know her for legal and they don't know me at all. But those were my first sales on the internet, and it gave me the momentum and the excitement and the proof of concept that went on to make millions, you know. And in doing that, Amanda is very much a work smarter, not harder person. So that ethos was also like built into she's where I learned this traffic and offers concept. So uh that I have to say is a partnership that completely changed the course of my life and my business. So that's my example.

SPEAKER_02 32:07

I love that. Thank you so much, Valerie. And we're gonna end on that high note because that is a perfect example of a successful partnership. Valerie, thank you so much for joining us today. We're at the end of our time together. We actually went over time and I feel like we can continue. We could probably talk for hours. So we're gonna have to have you back because I have a whole list of follow up questions, um, different topics. We didn't even touch on AI and how people use that for legals. So I do think um we should have you back. Thank you so much for your time. Thank you for sharing with us. It's been an absolute pleasure. Thank you.